Last Updated: September 10, 2020.
These Terms and Conditions of Use (“Terms”) constitute a binding legal agreement between you (“Customer” or “You”) Talimer (collectively, “Talimer,” “Us,” “Our,” or “We”). These Terms govern your use of the Talimer website or applications, however accessed, and any other websites, mobile or other device applications, including all related documentation and materials (collectively, the “Services”).
BY USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT THAT YOU HAVE THE REQUIRED LEGAL CAPACITY, CORPORATE POWER, AND AUTHORITY TO ENTER INTO AND PERFORM THESE TERMS AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THESE SERVICES.
NOTE: SECTION 21 BELOW CONTAINS A MANDATORY ARBITRATION PROVISION AND WAIVER OF CLASS ACTION RIGHTS. BY AGREEING TO THESE TERMS, YOU AGREE TO AND ARE BOUND BY THESE PROVISIONS.
TO THE EXTENT YOU ARE USING OUR SERVICES IN THE CAPACITY OF A PROVIDER (AS DEFINED BELOW) YOU REPRESENT THAT YOU HAVE READ AND ACCEPTED THE PROVIDER RELATIONSHIP AGREEMENT. THE TERMS OF THE PROVIDER RELATIONSHIP AGREEMENT ARE INCORPORATED HEREIN AS IF FULLY RESTATED.
1. OUR SERVICES. Our Services include a web-based platform that facilitates engagements by and among Customers, Providers, and Employers. “Customers” are individuals or businesses seeking to obtain freelance work from Providers. “Providers” are freelance service providers seeking to provide freelance services to Customers. “Employers“ are third-party entities providing employment related services to Providers. Providers, Customers, and Employers together are hereinafter referred to as “Users” or “You”.
2. CHANGES. We may choose to modify, suspend, terminate or discontinue the Services at any time and without notifying You. If You object to any modifications, Your sole recourse shall be to cease using the Services. Continued use of the Services indicates that You acknowledge and agree to be bound by the modifications. Also, please know that these Terms may be superseded by expressly-designated legal notices or terms located on particular pages of the Services. These expressly-designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.
3. PASSWORD RESTRICTED AREAS OF THE SERVICES. If the Services allow for accounts, once You submit the required registration information, We alone will determine whether or not to approve Your proposed account. For so long as You use the account, You agree to provide true, accurate, current, and complete information which can be accomplished by logging into Your account and making relevant changes directly or contacting Us using the below contact information and We can make the changes for You.
4. You are responsible for complying with these Terms when You access the Services, whether directly or through any account that You may setup through or on the Services. It is Your responsibility to obtain and maintain all equipment and services needed for access to and use of the Services as well as paying related charges. It is also Your responsibility to maintain the confidentiality of Your password(s), including any password of a third-party site that We may allow You to use to access the Services. Should You believe Your password or security for the Services has been breached in any way, You must immediately notify Us.
5. ELECTRONIC COMMUNICATIONS. By using the Services provided, You consent to receiving electronic communications from Us. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Services provided. These electronic communications are part of Your relationship with Us. You agree that any documents, notices, agreements, disclosures or other communications that We send You electronically will satisfy any legal communication requirements, including that such communications be in writing and that you are able to access those document and/or communications electronically.
7. LINKS TO THIRD-PARTY SITES. We sometimes provide links on the Services to third-party websites. If You use these links, You will leave the Services. We are not obligated to review any third-party websites that You link to from the Services, We do not control any of the third-party websites, and We are not responsible for any of the third-party websites (or the products, services, or content available through any of them). We do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If You decide to access any of the third-party websites linked to from the Services, You do this entirely at Your own risk, and You are subject to the privacy policies and terms and conditions for those third-party websites, not ours. Certain areas of the Services may allow You to interact and/or conduct transactions with one or more third-party websites, and, if applicable, allow you to configure your privacy settings in that third-party website account to permit Your activities on the Services to be shared with Your contacts in your third-party site account.
8. LICENSE GRANT. Subject to these Terms, We grant You a limited, royalty-free, non-exclusive, non-transferable, non-sublicensable, revocable, license, during the Term, to:
- Use the Services;
- Access, stream, download, and use on the products, services, features, functionality, and content accessible or hosted on the Services, strictly in accordance with these Terms.
9. LICENSE RESTRICTIONS. Unauthorized use of the Services may result in a violation of various laws. Unless you have written permission from Us stating otherwise, You are not authorized to use the Services in the following ways (these are examples only and the list below is no a complete list of all prohibited activities):
- In a manner that copies, modifies, publicly displays, publicly performs, reproduces or distributes any of the Services;
- In a manner that rents, leases, lends, sells, transfers, sublicenses, assigns, or otherwise makes available any of the Services to a third party for any reason;
- In a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
- In a manner that removes, deletes, alters, or obscures any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof;
- On behalf of any unauthorized third party;
- To display or furnish and content that includes personal information or the likeness of any individual, or otherwise violates the privacy or publicity of any individual or entity, or anything that You are under a contractual obligation to keep private or confidential;
- To introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
- To use any data mining, robots, or similar data gathering or extraction methods in connection with the Services;
- To attempt to gain unauthorized access to any portion of the Services or any other accounts, systems, or networks connected through the Services, whether through hacking, password mining, or other means;
- To interrupt, interfere, or disrupt the Services or any networks or servers connected to the Services; or
- To build or benchmark a competitive product.
10. RESERVATION OF RIGHTS AND INTELLECTUAL PROPERTY. You acknowledge and agree that the Services are provided under license, and that you do not acquire any ownership interest in the Services under these Terms, or any other rights thereto other than to use the Services in accordance with the limited license granted, and subject to all other terms, conditions, and restrictions under these Terms. Talimer and any licensors or service providers reserve and shall retain their entire right, title, and interest in and to the Services, including any trademarks, copyrights, and other intellectual property rights therein or relating thereto, except as expressly granted to You in these Terms.
11. USER GENERATED CONTENT (UGC). We offer certain features that may allow You to submit, upload, post or share (either directly or by using third-party websites or platforms) images, words, pictures, data, information or any other user generated content (“User Generated Content” or “UGC”). Between You and Talimer, You are and will remain the owner of the UGC, and You represent, warrant and covenant to Us that You own all right, title, and interest, including any copyright, in and to the UGC You submit or post to Our Services and that all UGC is truthful and accurate, and shall not breach, infringe, contravene, or detrimentally affect any other party’s rights whatsoever, including intellectual property rights, privacy rights, and rights of publicity, and that no other party has any rights to it including so called “moral rights”. You further represent and warrant that the posting, copying, reproduction, and communication and/or display of your UGC or other use to provide Our Services, by Talimer or those deriving rights through Talimer will not violate the rights of any parties or otherwise breach any provision of any applicable law or regulation.
You will retain all ownership of UGC, but by submitting, posting, or displaying UGC you are automatically granting, and hereby do grant Talimer, a perpetual, irrevocable, worldwide, non-exclusive, fully paid-up, right and license to use (including the right to copy, utilize, transmit, broadcast, communicate, distribute, display, perform, publish, replicate, print, and translate such UGC in all forms and media (the “Licensee”) in order to provide Our Services.
12. INTELLECTUAL PROPERTY INFRINGEMENT OF OTHERS. We respect the intellectual property rights of others. Accordingly, We have a policy of removing user submissions that violate intellectual property rights of others, suspending access to the Services (or any portion thereof) to any user who uses the Services in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the Services in violation of someone’s intellectual property rights.
Pursuant to Title 17 of the United States Code, Section 512, We have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If You believe Your copyright or other intellectual property right is being infringed by a user of the Services, please provide written notice to Our Agent for notice of claims of infringement:
Attn: Meri Frahm
Mail: 700 W. Virginia St., Suite 602, Milwaukee, WI 53204
To be sure the matter is handled immediately, Your written notice must:
- Contain Your physical or electronic signature;
- Identify the copyrighted work or other intellectual property alleged to have been infringed;
- Identify the allegedly infringing material in a sufficiently precise manner to allow Us to locate that material;
- Contain adequate information by which We can contact You (including postal address, telephone number, and e-mail address);
- Contain a statement that You have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner’s agent or the law;
- Contain a statement that the information in the written notice is accurate; and
- Contain statement, under penalty of perjury, that You are authorized to act on behalf of the copyright or other intellectual property right owner.
Unless the notice pertains to copyright or other intellectual property infringement, the Agent will be unable to address the listed concern.
13. SUBMITTING A DMCA NOTIFICATION. We will notify You that We have removed or disabled access to copyright-protected material that You provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, You may provide Our Agent with a written counter-notification that includes the following information:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
- A statement from You under the penalty of perjury, that You have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
- Your name, physical address and telephone number, and a statement that You consent to the jurisdiction of a court for the judicial district in which Your physical address is located, or if Your physical address is outside of the United States, for any judicial district in which We may be located, and that You will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
Termination of Repeat Infringers. We reserve the right, in Our sole discretion, to terminate the account or access of any user of the Service who is the subject of repeated DMCA or other infringement notifications.
14. CUSTOMER SUBMITTED DATA. You hereby grant Talimer, its affiliates, employees, agents, and any sub-contractors, a perpetual, non-exclusive, irrevocable, royalty-free, fully-paid up, worldwide, license and right to use, copy, publish, display, sub-license, or transfer any data You submit or make available to Talimer (“Submitted Data”) for provision of Our Services to You. You represent and warrant that; (i) you own all Submitted Data that you submit, display, publish, provide, or post on the Services, or otherwise have the right to grant the license set forth herein; and (ii) your displaying, publishing, providing, or posting any of the Submitted Data and our use thereof in accordance with these Terms, does not and will not violate any applicable law or any privacy, publicity, copyright, trademark, patent, contract, or any other rights of any person or entity. Notwithstanding the foregoing, you further understand that you have no ownership rights in any account you may have with us, or other access to the Services or features therein. We may cancel or terminate any account at any time, without notice. We assume no liability for any information removed from our Services, and reserve the right to permanently restrict access to the Services or any user account.
If the Services require you to create and account and provide personal information, you agree to submit accurate, complete information, and to update it as appropriate. You are solely responsible for the activities and security of your account, and you must notify us if you suspect any unauthorized access or use. We are not liable for any loss you incur as a result of someone else using your password or account, either with or without your knowledge, and are not responsible for any delay in shutting down your account after you have reported a breach of security to us.
15. UPDATES. Talimer may from time to time, in its sole discretion develop and provide updates to the Services. These may include bug fixes, upgrades, patches, other error corrections and/or new features (collectively, including documentation “Updates”). Updates may also modify or delete in their entirety certain features and functionalities. You agree that We have no obligation to provide any Updates or continue to provide or enable any particular features or functionality. Based upon your device settings, when your device is connected to the internet either:
- The application or software will automatically download and install all available Updates; or
- You may receive notice of or be prompted to download and install any available Updates.
You shall promptly install any and all Updates and acknowledge and agree that the Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and subject to all terms and conditions of these Terms.
16. TERMINATION. The Term of these Terms commences when You install or use the Services and will continue in effect until terminated by You or Talimer as set forth below.
We may terminate these Terms at any time without notice. In addition, these Terms will terminate immediately and automatically without any notice if you violate any of the terms and conditions of these Terms.
Upon termination, all rights granted to You under these Terms will automatically terminate and you must cease use of the Services and delete all copies of the software or application from your Device. Upon termination, You must return to Talimer any Confidential Information received or obtained under these Terms.
17. CONFIDENTIALITY. Talimer Confidential Information includes, without limitation, whether or not identified as confidential, the Services, software, application and any related documentation or materials, any third-party software, data, deliverables, benchmark results, manuals, program listings, data structures, charts, functional specifications, products, development plans, price lists, know-how, and all other information that could reasonably be considered the confidential or proprietary information of Talimer or its licensors or partners. You will not permit access to nor disclose Talimer Confidential Information, except to authorized employees and contractors bound by confidentiality agreements and who need to use or have access to the Confidential Information, as permitted under these Terms. You will use at least the same degree of care in safeguarding Our Confidential Information as you use to preserve Your own proprietary information, but in no event shall You use less than reasonable care and diligence.
18. INDEMNIFICATION. You agree to indemnify, defend, and hold harmless Talimer, its affiliates and their respective officers, directors, managers, members, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind, including attorneys’ fees, arising from or relating to Your use or misuse of the Services or Your breach of these Terms.
18. DISCLAIMER OF WARRANTIES; LIMITATION ON LIABILITY. THE SERVICES AND THE MATERIALS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES AND THE MATERIALS IS WITH YOU.
TALIMER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE SERVICES AND MATERIALS, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. WE DO NOT WARRANT THAT THE SERVICES OR MATERIALS WILL BE UNINTERRUPTED, SECURE OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR MATERIALS ARE FREE OF VIRUSES OR BUGS, THAT ANY SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, OR BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES. TALIMER MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES OR FROM US OR OUR SUBSIDIARIES/OTHER AFFILIATED COMPANIES SHALL CREATE ANY WARRANTY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TALIMER OR ANY OF THEIR AFFILIATES, AGENTS, REPRESENTATIVES, EMPLOYEES, OFFICERS, DIRECTORS, SUPPLIERS OR SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY LOSS OR INJURY OR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER INCLUDING BUT NOT LIMITED TO: LOSS OF USE, DATA, REVENUE, OR PROFITS, WHETHER IN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS, USE OF, OR YOUR INABILITY TO ACCESS OR USE THE SERVICES OR MATERIALS. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY FOR ANY CLAIM THAT YOU MAY HAVE RELATING TO THE SERVICES OR MATERIALS IS YOUR RIGHT TO CEASE USE OF THE SERVICES AND MATERIALS.
20. FEEDBACK. Any submissions by You to Us (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) through any communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and We are free to use, without any attribution or compensation to You, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that We are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and You have no right to compel such use, display, reproduction, or distribution.
21. DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER
Please Read This Provision Carefully. It Affects Your Legal Rights.
You agree that all claims or disputes arising out of these Terms will be decided by an arbitrator through arbitration and not by a judge or jury (“Arbitration Agreement”). This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”) and evidences a transaction involving commerce. The arbitration will be conducted before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), which are available at www.adr.org. The arbitrator’s fees and the costs will be shared equally by the parties, unless prohibited by law. Parties are responsible for their own attorneys’ fees. The arbitration proceeding will take place in Milwaukee, Wisconsin, unless otherwise agreed. A court of competent jurisdiction will have the authority to enter judgment on the arbitrator’s decision and award. You and We agree to bring any claim or dispute in arbitration on an individual basis only, and not as a class or collective action, and there will be no right or authority for any claim or dispute to be brought, heard or arbitrated as a class or collective action (“Class Action Waiver”). Regardless of anything herein and/or the applicable AAA Rules, the interpretation, applicability or enforceability of the Class Action Waiver and/or the arbitrability of a claim or dispute may only be determined by an arbitrator. The following claims are excluded from this Arbitration Agreement: (a) claims in small claims court; (b) claims to enforce or to prevent the actual or threatened violation of a party’s intellectual property rights; (c) claims for temporary relief in connection with an arbitrable controversy; and (d) claims that are non-arbitrable per the applicable federal statute.
22. JURY WAIVER. You understand and agree that by accepting this Provision in these Terms, You and We are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, You and We might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that You would have if You went to court (e.g., the rights to both appeal and certain types of discovery) may be more limited or may also be waived.
23. SEVERABILITY. If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision whose remainder will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the dispute will be decided by a court.
24. GOVERNING LAW. The Federal Arbitration Act, Wisconsin state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. Except for disputes subject to arbitration as described above, any disputes relating to these Terms or the Service will be heard in the State of Wisconsin or the United States District Court in each case located in Milwaukee County and you agree to the personal jurisdiction of those courts over You. If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforce any of these Terms, We are not waiving Our rights.
25. LIMITATION OF CLAIMS PERIOD. No action or proceeding under these Terms, regardless of form may be commenced by You more than one year after the date upon which the cause of action arises.
26. ASSIGNMENT You may not assign Your rights or delegate Your obligations under these Terms, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Talimer. Any prohibited assignment shall be null and void. These Terms shall be binding on and inure to the benefit of the parties and their permitted assigns and successors in interest, if any.
27. SEVERABILITY. If any of the provisions of these Terms should be determined to be illegal, invalid, or otherwise unenforceable by reason of the laws of any state or country in which these Terms is intended to be effective, then to the extent and within the jurisdiction which that term is illegal, invalid, or unenforceable, it shall be severed and deleted from these Terms and the remaining terms shall survive, remain in full force and effect and continue to be binding and enforceable.
28. NO AGENCY. Nothing contained in these Terms will be construed as creating any agency, partnership, employment, or other form of joint enterprise between You and Talimer.
28. CONTACT US.
700 W. Virginia St. Suite 602
Milwaukee, WI 53204